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12-054 Fehr & Peers, Additional Services for the Focused Transportation Study for the proposed Apple Cafeteria CITY OF AGREEMENT • CITY OF CUPERTINO • 10300 Torre Avenue / Cupertino, CA 95014 ? CUPERTINO 408-777.3200 NO. 7 X74 THIS AGREEMENT, made and entered into this 18th day of April, 2012 is by and between the CITY OF CUPERTINO (Hereinafter "CITY") and FEHR & PEERS, 160 W Santa Clara Street, Suite 675, San Jose, CA 95113, (408) 278-1700, www.fehrandpeers.com. Hereinafter "CONTRACTOR"), in consideration of their mutual covenants, the parties agree as follows: CONTRACTOR shall provide or furnish the following specified services and/or materials: Additional Services for the Focused Transportation Study for the proposed Apple Cafeteria. EXHIBITS: The following attached exhibits hereby are made part of this Agreement: Exhibit A TERMS: The services and/or materials furnished under this Agreement shall commence on April 18, 2012 and shall be completed no later than May 18, 2012. COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: $2,000.00 California Labor Code, Section 1771 requires the payment of prevailing wages to all workers employed on a Public Works contract in excess of $1,000.00. GENERAL TERMS AND CONDITIONS JO ENTERED Hold Harmless. Contractor shall, to the fullest extent allowed by law, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, stop notices, actions, causes of action or demands whatsoever from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, arising out of, pertaining to, or related to any negligent act by Contractor or Contractor's employees, officers, officials, agents or independent contractors, during the performance of this Agreement. Contractor shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Subcontracting. Contractor has been retained due to their unique skills and Contractor may not substitute another, assign or transfer any rights or obligations under this Agreement. Unless prior written consent from City is obtained, only those people whose names are listed this Agreement shall be used in the performance of this Agreement. Assignment. Contractor may not assign or transfer this Agreement, without prior written consent of CITY. Insurance. Contractor shall file with City a Certificate of Insurance consistent with the following requirements Page 1 of 3 Short Form Agreement—Use for services not to exceed $5,000.00 Coverage: Contractor shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $1,000,000 each occurrence $2,000,000 aggregate - all other Property Damage: $500,000 each occurrence $1,000,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of$2,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automobile liability coverage in the following minimum limits: Bodily injury: $500,000 each occurrence Property Damage: $500,000 each occurrence or Combined Single Limit: $1,000,000 each occurrence Subrogation Waiver. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Termination of Agreement. The City reserves the right to terminate this Agreement with a seven (7)-day notice. The Contractor may terminate this Agreement with a seven (7)-day written notice. Non-Discrimination. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion, gender or sexual orientation of such person Interest of Contractor. It is understood and agreed that this Agreement is not a contract of employment in the sense that the relationship of master and servant exists between City and undersigned. At all times, Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations in executing this Agreement. Contractor certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of City. City shall have no right of control as to the manner Contractor performs the services to be performed. Nevertheless, City may, at any time, observe the manner in which such services are being performed by the contractor. Page 2 of 3 Short Form Agreement—Use for services not to exceed$5,000.00 The Contractor shall comply with all applicable Federal, State, and local laws and ordinances including, but not limited to, unemployment insurance benefits, FICA laws, and the City business license ordinance. Changes. No changes or variations of any kind are authorized without the written consent of the City. CONTRACT CO-ORDINATOR and representative for CITY shall be: NAME:Gary Chao, City Planner DEPARTMENT:Community Development This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties have executed this Agreement the day and year first written above. CONTRACTOR: CITY OF CUPERTINO: By )� .e/6116/1 ,%�� ' By Gar Cha• "� v� Title `I Y, �� ea , Title: City Plan Soc. Sec. #or Tax I.D �O!j—OO(oSSIP .\II,c,, f Z! 4/%i//? ,,,r,APPROVALS EXPENDITURE DISTRIBUTION >-,U DEPART ENT D DATE ■-J4CCOUNT NUMBER AMOUNT t�' �,,,'• Ire aS/07�/7i 110-2211 (BS 16577) $2,000.00 CI A O N Y P'! ED AS T FORM DATE Additional receipts:BS 15765,21,000.00 • }1 5-17.5-0, . . .� Q� l4 IN b � l Ciaki CfttV '. s(t v(/z Page 3 of 3 Short Form Agreement—Use for services not to exceed $5,000.00 FEHR '' PEERS EXHIBIT A RhCEIVLi) April 11,2012 Simon S.Vuong,Assistant Planner City of Cupertino "v BY Community Development Department, Planning Division 10300 Torre Avenue Cupertino,CA 95014 Re: Additional Services for the Focused Transportation Study for the Proposed Apple Cafeteria in Cupertino, California Dear Simon: This letter presents a contract amendment to conduct additional services for the above- referenced project. The original scope of work (January 13, 2012) included five main tasks, all of which have been completed in our earlier submittals of the memorandum The original scope of work also included up to four(4) hour to respond t analysis and to finalize the memorandum.We exceeded this threshold with the first two rounds of comments/revisions.We were able to accommodate most of this work through efficiencies in the main analysis. We recently received a set of new comments and an updated site plan. Responding to the comments and incorporating the new site plan into the analysis and figures constitute additional services.We therefore request a budget augment of$2,000. Should you have any questions, please call Franziska at(408)278-1700. Otherwise, please provide a contract amendment. We appreciate the opportunity to continue to work with you on this project. Sincerely, FEHR&PEERS C ))/A fe.4::):4., Franziska Church,AICP Jane BiPrctedt, P F Senior Transportation Planner }Principal 160 West Santa Clara Street,Suite 675,San Jose CA 95113 (408)278-1700 Fax(408)278-1717 www.fehrandpeers.